Corporate, Mergers & Acquisitions

FOREIGN DIRECT INVESTMENT
Our dedicated FDI practice specializes in assisting foreign companies with cross-border transactions and inbound investments in completing all the legal requirements to set up a local business in Nigeria. We advise companies on the most effective structure and corporate vehicle for their activities. We allow our clients to better understand their position in the Nigerian market with advice and counsel regarding local business practices that will assist the clients’ interests. We also help position our Clients to benefit from incentives that are available to foreign investment to enable such investments to achieve a reasonable level of profit within their formative years, such incentives include income tax holidays and special tax regimes.

Our Team with a combined experience of over 25 years has successfully advised and assisted various multinational companies, in the Pension, Investment, Energy, Automobile, Manufacturing, Trading, Entertainment, Information Technology (IT), Health, and Hospitality sectors in setting up and running their business in Nigeria.

Our services include:

• • • Pre – Investment Advisory
    • Transaction Structure Advisory
    • Local entity/Business Set-up
    • Joint Venture Arrangements
    • Due Diligence on Venture Partners
    • Tax Advisory
    • Free Trade Zone Licences and Compliance
    • Bank Account Opening
    • Corporate Tax Registration
    • Pre-Investment Approvals
    • Post – Investment Approvals
    • Labour and Employment Advisory

Experience

• • • Assisted a leading investment company in the incorporation of an SPV for use as its investing entity in the Pension sector. We advised on the corporate structure, prepared the shareholders agreement, and assisted in obtaining relevant pre-investment registrations and post-investment approvals/licenses from the Securities and Exchange Commission.
    • Currently assisting a leading multinational pharmaceutical and consumer goods company is setting up its business in Nigeria. We advised on the shareholding structure, and regulatory compliance requirement and are currently assisting with procuring relevant post-incorporation approvals and licenses.
    • Advised and assisted a leading European sports betting company in the incorporation of its local subsidiary and obtaining the relevant regulatory permit for its business operations in Nigeria. We are also currently providing labor and employment advisory services, immigration services, as well as agency contract documentation, and general legal advisory to the Company.
    • Currently advising a renowned distillery on the road map to entry into and doing Business in Nigeria.

Overview

Jackson, Etti & Edu is recognized as a preeminent adviser in Mergers and Acquisitions transactions and cross-border acquisitions within Nigeria and the West Africa sub-region with experience spanning over 20 years. From the recapitalization of former Intercontinental Bank Plc and follow-on acquisition by way of a merger with Access Bank Plc to the integration of the Ghanaian and Ivory Coast subsidiaries of Baker Hughes Incorporated and BJ Services Company undertaken as part of the global integration of Baker Hughes and BJ Services entities, the Firm has advised on several landmark transactions.

Our Approach

Our approach is to appreciate the peculiarity of each transaction, recognizing that no two transactions are the same. We ensure that the structuring and implementation of the transaction are driven by the commercial objectives of the deal, resolution of regulatory concerns, preservation of shareholder value, and actualization of requisite synergies. We have completed transactions in a variety of industry sectors including banking, insurance, pension, oil and gas, power, advertising, agriculture, health, and information technology sectors. We pride ourselves in our ability to guide our clients through the legal, regulatory, and industry peculiarities as well as the corporate, social, and political nuances that may relate to the transaction

Outstanding Support & Experience

We support our clients throughout the transaction life-cycle – from due diligence investigations to documentation drafting, review and negotiation, obtaining regulatory approvals, bid documentation review, completion, and post-completion. We provide end-to-end transaction management support for the entire transaction process and negotiations.

The team regularly represents global and Nigerian corporate leaders in the full spectrum of transactional work across various sectors and deal sizes. Given this, we can identify, and even anticipate, regulatory issues that may impact any transaction. We combine the analysis of the regulatory/legal issues with a practical, flexible, and business-like approach to how these issues should be addressed and resolved.

Our team offers specialist and technical expertise and includes experts in corporate governance, employment and labor law, insurance law, litigation, finance, tax, intellectual property, and real estate

Our Firm’s expertise has been recognized and ranked consistently in international legal directories such as International Financial Law Review and Chambers Partners Global.

Product offerings

Our product offerings include:
• Mergers
• Acquisitions
• Divestment
• Scheme of arrangement
• Scheme of compromise
• External restructurings
• Take-over
• Capital reduction
• Recapitalisation
• Asset sale
• Spin-offs
• Joint ventures

Experience

1. Acquisition of equity stake by the Publicis Groupe in the Troyka Group. The Troyka Group is the first wholly owned integrated marketing communications service provider in West Africa and Publicis Groupe is a global leader in marketing, communication, and business transformation. In Africa, Publicis Groupe Africa is the fastest-growing network of communication agencies.
2. Acquisition involving United Mortgage Limited and Spring Mortgage Plc relating to the acquisition by United Mortgage Limited of 43.75% of the share capital of Spring Mortgage Plc and follow-on Merger involving United Mortgage Limited and Spring Mortgage Plc and conversation of United Mortgage Bank Plc into a regional commercial bank with the new name Providus Bank Plc. Providus Bank Plc is the second commercial bank to be issued a regional commercial banking license in Nigeria.
3. Recapitalization of former Intercontinental Bank Plc further to a scheme of arrangement involving the re-organization of the entire share capital of the bank and the follow-on acquisition of 75% equity stake by Access Bank Plc. The transaction was valued at about US$4 Billion.
4. Divestment by Skye Bank Plc, of its 51.95% equity stake in Law Union and Rock Insurance Plc, a publicly quoted insurance company. The deal was valued at US$20 Million.
5. Integration of the Ghanaian and Ivory Coast subsidiaries of Baker Hughes Incorporated and BJ Services Company undertook as part of the global integration of Baker Hughes and BJ Services entities further to the recent global acquisition of the BJ Services Company by Baker Hughes Incorporated.
6. Cross-border Acquisition of a leading shipping and logistics company in Doula, Cameroon. This transaction was largely influenced by the application of the Organization for Harmonization of Business Law in Africa (OHADA) uniform law.
7. Restructuring of Pathcare Nigeria Limited (Pathcare) involving (a) the creation of two special purpose vehicles to divest equity stakes in Pathcare (b) divestment and exit of a significant minority stake in Pathcare (c) ultimately the acquisition of the least 51% majority stake in Pathcare by Synlab Suisse SA., a global medical diagnostic service provider and (d) Spin-off of the Head Office Property of the Pathcare to a Special Purpose Vehicle.

Overview

Jackson, Etti & Edu regularly advises private equity and venture capital funds in relation to their investment in Nigerian and the West Africa sub-region. Our approach is to understand the Fund’s investment objectives and provide risk-focused due diligence investigations that ensures an attractive entry price. Our transaction documentation contemplates a clear exit strategy that reduces potential tension and ensures a liquidity event for the fund. We also advise sponsors seeking private equity and venture capital on pertinent house-keeping matters that may constitute potential red-flags for investors as well as the requirement for the restructuring of their businesses.

Pioneers in Private Equity & Venture Capital

We are proud to have been part of the growth of private equity industry in Nigeria having been involved in some of the early private equity and venture capital investments in Nigeria. The Nigerian private equity industry grew from the players with approximately US$75 Million under management to 10 indigenous players with about US$2 Billion under management, 15 international funds within a decade. We understand the objectives, concerns and impact of the private equity investors. Our expertise in the industry has been recognised as our Firm was awarded the Private Equity Firm of the Year by Corporate INTL in 2010 and the Nigerian Legal Awards for three consecutive years – 2015, 2016 and 2017.

In view of the growth in the Nigerian and African institutional investors space, we are currently assisting indigenous and pan-African private equity funds who are seeking to raise funds for investment across Africa.

Given the Firm’s comprehensive and vast legal knowledge in private equity, Jackson, Etti and Edu is regarded as a leader in the sector having developed an excellent track record of advising on complex private equity transactions within Nigeria and the West Africa Sub-region across every industry and with particular strengths in highly regulated sectors.

As a sector focused firm, we have a thorough understanding of all the regulatory minefields that may face our clients ahead of time and we are able to navigate successful outcomes to the address issues and challenges.

Product offerings

Our private equity product offerings include:

• Due Diligence
• Transaction Structuring
• Transaction Documentation
• Corporate Governance and Best Practice
• Secondary Transactions
• Acquisition
• Buy Outs
• Exits
• Regulatory Compliance
• Fund Formation

Experience

1. Acquisition by Actis, a leading investor in growth markets, of majority stake in one of Nigeria’s leading Pension Fund Administrators (PFA), Sigma Pensions Limited.
2. Investment of US$65 million by the CDC group in Zambeef Products Plc (Zambeef). Zambeef is listed on the Lusaka Stock Exchange as well as the AIM market operated by the London Stock Exchange Plc.
3. Investment by AfricInvest Fund II LLC, a pan-African private equity fund managed by the AfricInvest Group in Broron Oil and Gas Limited, a Nigerian oil and gas offshore service company which provides offshore support services to International Oil Companies, Independent and Indigenous upstream companies in Nigerian and the Gulf of Guinea.
4. Investment by AfricInvest in Elephant Group Limited. The Investment is required to fund the company’s expansion to other countries of Africa and grow into other lines of business within the agricultural chain.
5. Joint Acquisition of a majority stake in Continental Reinsurance Plc by a consortium of Saham Finance Group and African Capital Alliance. The transaction involved the divestment by a consortium led by Emerging Capital Partners of their indirect equity stake in Continental Reinsurance Plc.
6. Investment of by Standard Chartered Private Equity, Corsair Capital, a US-based private equity firm and Ashmore along with a consortium of Private Equity investors led by Africa Capital Alliance in the acquisition and recapitalisation of Union Bank of Nigeria Plc.
7. Investment by Africa Capital Alliance in the Filmhouse Cinemas, a fast growing cinema chain in Nigeria and Film One, its associated film production and distribution company.
8. Investment by Synergy Private Equity Fund (SPEF) in Viathan Engineering Limited, a developer of captive and embedded power solutions with a vision of producing and distributing modular and scalable power solutions to meet demand from currently underserved off-takers in the Lagos metropolis, and subsequently across Nigeria.

CAPITAL MARKETS
Overview

At Jackson, Etti & Edu, our Capital Markets practice brings in depth knowledge and experience within the reach of our clients. We have a track record spanning across all areas of capital market transactions in Nigeria.

We are well regarded by our peers and clients for our expertise, particularly in all aspects of debt and equity issue from public offer for subscription, or sale, rights issue, collective investment schemes and private placement to corporate and government bonds, mortgage-backed and asset backed securities and bond issue. We have been consistently rated and recognized for our expertise in capital markets by the International Financial Law Review and Chambers Global.

We advise leading market participants including financial institutions, corporates, state governments, issuing houses, trustees and underwriters and other new players in the capital markets and assist through the entire capital raising process including road shows, capital structure, interfacing with regulatory agencies, negotiation with investors, corporate governance requirements.

We are conversant with, and experienced in the preparation of all legal documents and pre-offer documents such as Vending Agreements, Underwriting Agreements and Trust Deed. In this regard, we advise on all issues arising in the course of floatation, particularly the relevance of, and compliance with the Investment and Securities Act, and the rules of the Securities and Exchange Commission and the Nigerian Stock Exchange. We also advise on listing requirements of the Nigerian Stock Exchange.

Our strength is our ability to leverage on the experience of our robust practice in M & A, Banking, Tax, Finance, Employment, Intellectual Property, Litigation, and Regulatory. Our firm is registered with the Securities and Exchange Commission as a Capital Market Consultant.

Product offerings
Our Capital Market product offerings includes:

• Public Offerings
• Rights issue
• Listings
• Private Placement
• Collective Investment Schemes
• Corporate Bonds
• Government bonds
• Infrastructure Funds
• Regulatory Compliance
• Sukuk

Experience

• Acted as Solicitor to the Trustees in connection with the Lagos State Government N500 Billion Debt Issuance Programme as well as the N47 Billion first series and the N85.1 Billion second series under the Debt Issuance Programme.
• Acted as Solicitor to the Joint Trustees in connection with the Rivers State Government N250 Billion Bond Programme.
• Acted as the Solicitors to the Company in connection with the UACN Property Development Company Plc N20 Billion Debt Issuance Programme.
• Advised on Skye Bank Plc’s N31 Billion Public Offer divided into 2,231,599,145 Ordinary Shares of 50k each at N14 per share.
• Acted as Solicitors to the Issue of PZ Industries Plc’s N5,455,225,660 Right Issue divided into 363,015,044 ordinary shares of 50 kobo each at N15 per share.
• Acted as Solicitors to the Issue in relation to Standard Alliance Insurance Plc’s N2,220,000,000 Public Offer of 4,000,000,000 Ordinary Shares of 50 kobo each at N1.10 per share.
• Advised on Skye Bank Plc’s N19 Billion Right Issue divided into 1,500,608,958 Ordinary Shares of 50k each at N12.50 per share.
• Acted as Solicitor to the Issue to UTC Nigeria Plc in respect to a Rights Issue of 840,937,503 ordinary shares.